Opentext ( formerly EasyLink)

AGREEMENT made as of this day by and between Opentext ( formerly EasyLink), a Georgia corporation with offices at 9711 Washingtonian Boulevard Gaithersburg, MD 20878 and Customer. The parties hereby agree as follows:

1. Upon the terms and subject to the conditions stated below, Opentext ( formerly EasyLink) agrees to provide, and Customer agrees to accept and make payment for access to Opentext ( formerly EasyLink) Internet-based EDI services for communication of electronic business documents between Customer and its authorized trading partner.
2. Payment. All amounts payable under this Agreement are due to Opentext ( formerly EasyLink) on a monthly basis and will be paid in full by Customer electronically in United States currency through the use of a valid credit card on file with Opentext ( formerly EasyLink). Opentext (formerly EasyLink) will send an email notification monthly detailing the monthly services provided. If Customer chooses to pay by check, Opentext ( formerly EasyLink) will apply a $20 administrative cost to the monthly subscription charge. Invoices must be paid in full by Customer within thirty (30) days after receipt of invoice. In consideration of the services rendered by Opentext ( formerly EasyLink) to Customer, Customer shall pay Opentext ( formerly EasyLink) charges incurred in accordance with the payment schedule (Go to Section 7).
3. Term and Termination. This Agreement shall become effective as of the date hereof and shall remain in effect until terminated by either party as hereinafter provided. Either party may terminate this Agreement by giving not less than thirty (30) days written notice to the other party, stating its intention to terminate this Agreement and specifying the date upon which the termination will be effective.
4. Liability. Opentext ( formerly EasyLink) liability under this agreement for any cause whatsoever, and regardless of the form of action (whether in contract, in tort, including negligence, or otherwise), will be limited to general money damages (and no other relief) in an amount not to exceed the aggregate fees paid by Customer under the applicable Services to which such liability relates. EasyLink will not be liable for delay in the performance of its obligations hereunder due to causes beyond its reasonable control. Under no circumstances will Opentext ( formerly EasyLink) be liable for any loss of profits, any claim or, demand against customer by any other party, or special, consequential or indirect damages of any kind whatsoever.
5. Notices. All notices to a party shall be in writing, and shall be made to Opentext ( formerly EasyLink) via email at eccentersupport@opentext.com, and to Members at the email address provided to EasyLink as part of the Registration Data for notices to Member, or such other email address as either Party may specify from time to time. Notice shall be deemed given forty-eight (48) hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, notices may be sent by regular mail, postage prepaid to Opentext ( formerly EasyLink) address provided below and to the Member’s address provided as part of the Registration Data. Use of either method by a Party shall constitute notice thereof.
6. General. This Agreement, together with any addenda hereto accepted by Opentext ( formerly EasyLink) (i) constitute the entire agreement between the parties and supersedes and replaces all prior agreements and representations with respect to the subject matter hereof, (ii) shall not confer any rights or remedies upon any person or entity not a party hereto, and (iii) shall be governed by and construed in accordance with the laws of the Commonwealth of Maryland.
7. Pricing. An annual subscription fee of $50.00 will be applied on the first day of each year. A Monthly Transaction Fee will be applied for documents processed between Customer and Trading Partner. In addition to the Monthly Transaction Fee, a Monthly Hosting and Maintenance Fee of $20.00 will also be applied. The following monthly transaction volume will be used to determine monthly billing:

• $50.00 (provides 0-25 transactions)
• $125.00 (provides 26-75 transactions per month)
• $175.00 (provides 76-150 transactions per month)
• $225.00 (provides 151-300 transactions per month)
• $275.00 (provides 301-500 transactions per month)

Transactions over 500 will be billed at $0.50 per transaction

The following monthly transaction volume schedule applies if you elect to receive Product Activity data information:

• $20.00 (provides 1-2 UPC codes)
• $40.00 (provides 3-5 UPC codes)
• $80.00 (provides 6-25 UPC codes)
• $160.00 (provides 26-50 UPC codes)
• $320.00 (provides 51-100 UPC codes)

Transactions over 101 UPC codes will be billed at $320 plus $1.00 per UPC code

The initial month's transaction charge will be prorated based on the registration date and will include test and production transaction volume.

Updates and cancellations are not charged.

By clicking on Click here to Agree (this link needs to be embedded for Click here to agree which starts page one of the registration https://www.enabletrading.com/sscripts100B/tg_prod.wsp/reg.htm?sid=IEadJabjPkjnMPDI5995) the customer agrees to the terms set forth in this Agreement. If you should have any questions regarding this agreement, please contact Opentext ( formerly EasyLink) Enrollment Team at 800 209 6245 option 1, option 2 and option 6.